SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Mechanical Technology Incorporated
(Name of Issuer)
$1.00 Par Value Common Stock
(Title of Class of Securities)
583538103
(CUSIP Number)
Stephen P. Wink, Esq.
First Albany Companies Inc.
30 South Pearl Street
Albany, New York 12207
(518) 447-8500
with a copy to
Howard Kelberg, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 530-5530
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 2002
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
SCHEDULE 13D
CUSIP No. 583538103
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
First Albany Companies Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
First Albany Companies Inc. is organized under the laws of the State
of New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 3,091,040
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,091,040
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,091,040 shares of common stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No. 583538103
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George C. McNamee
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,428,574
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,428,574
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,574 shares of common stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 583538103
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alan P. Goldberg
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,418,618
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,418,618
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,418,618 shares of common stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
This Amendment No. 2 amends the Amendment No. 1 to the Schedule 13D
filed on July 10, 2002.
SCHEDULE 13D
Item 2. Identity and Background.
Item 2 is amended as follows:
Peter Barton is no longer a Director of First Albany Companies ("FAC").
George McNamee is no longer Chairman or CEO of Mechanical Technology
Incorporated ("MTI").
Item 4 Purpose of Transaction.
Item 4 is amended as follows:
FAC and MTI agreed to exchange 8,000,000 shares of common stock of MTI
owned by FAC for 2,721,088 shares of common stock of Plug Power Inc. ("Plug
Power") owned by MTI. The parties have entered into an Exchange Agreement, which
is attached as Exhibit A and is incorporated herein by reference. The purpose of
this transaction is to diversify FAC's investment holdings and to simplify its
financial reporting through the elimination of equity accounting as it relates
to MTI.
Item 5 Interest in Securities of the Issuer.
Item 5(a) is amended as follows:
FAC is the direct beneficial owner of 3,091,040 shares of common stock of
MTI which represent approximately 11.2% of Shares based on 27,627,885 Shares
outstanding on December 20, 2002 as disclosed by MTI to FAC. McNamee and
Goldberg expressly disclaim beneficial ownership of the Shares reported on this
Statement as beneficially owned by FAC. McNamee is a direct beneficial owner of
1,428,574 Shares, which represent 5.1% of the Shares outstanding on December
20,2002. McNamee's wife is the direct beneficial owner of 57,375 Shares. McNamee
disclaims beneficial ownership of the 57,375 Shares owned by his wife, and the
3,091,040 Shares owned by FAC. Goldberg is the direct beneficial owner of
1,418,618 Shares, which represent 5.1% of the Shares outstanding on December 20,
2002, including 360,000 Shares owned by the Goldberg Charitable Trust. Goldberg
disclaims beneficial ownership of such 360,000 Shares and the 3,091,040 Shares
owned by FAC.
Item 5(c) is amended as follows:
Except as described in Item 4 or in this Item 5(c), neither McNamee,
Goldberg, FAC nor any Executive officer, has effected any transactions in shares
during the past 60 days. On December 24, 2002, McNamee gifted 102,167 shares to
various charities.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended as follows:
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In addition to the Exchange Agreement dated December 20, 2002 and attached
as Exhibit A, FAC entered into a letter agreement dated December 20, 2002,
attached as Exhibit B, and incorporated herein by reference restricting its sale
of MTI common stock until December 20, 2004; provided, however, that the
foregoing agreement shall not prevent or restrict (i) FAC from pledging MTI
common stock as collateral for the loan of money from a bank or (ii) such
pledgee of MTI common stock from FAC from selling or disposing of such MTI
common stock.
Item 7 Material to be Filed as Exhibits.
Item 7 is amended as follows:
The following documents are attached as exhibits to this Schedule. Such
documents are summarized in this Schedule, but the summaries are not complete
and are qualified in their entirety by reference to the entire documents
attached hereto.
Exhibit A: Exchange Agreement dated December 20, 2002
Exhibit B: Letter Agreement dated December 20, 2002
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No. 2 to the Schedule 13D is true, complete and correct.
DATED: December 24, 2002 FIRST ALBANY COMPANIES INC.
By: /s/ Stephen P. Wink
-----------------------------
Name: Stephen P. Wink
Title: Senior Vice President
/s/ George C. McNamee
-----------------------------
George C. McNamee
/s/ Alan P. Goldberg
-----------------------------
Alan P. Goldberg
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EXHIBIT A
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT, dated December 20, 2002 (the "Agreement"), by
and between FIRST ALBANY COMPANIES INC., a New York corporation ("FAC"), and
MECHANICAL TECHNOLOGY INCORPORATED, a New York corporation ("MTI").
WHEREAS, FAC and MTI wish to exchange 8,000,000 shares of common
stock, par value $1.00 per share, of MTI owned by FAC (the "MTI Shares") for
2,721,088 shares of common stock, par value $.01 per share, of Plug Power Inc.,
a Delaware corporation ("Plug Power"), owned by MTI (the "Plug Power Shares") on
the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, in reliance upon
the representations and warranties contained being made herein, and intending to
be legally bound hereby, the parties hereto agree as follows:
I. Exchange of Shares
1.1. Exchange. Upon the terms of this Agreement and in reliance
upon the representations and warranties being made to it herein by the other
party hereto, FAC is hereby assigning, transferring and delivering the MTI
Shares to MTI, in exchange for the Plug Power Shares, and MTI is hereby
assigning, transferring and delivering the Plug Power Shares to FAC, in exchange
for the MTI Shares, in each case free and clear of all claims, liens, options,
charges, agreements, encumbrances and security interests of whatsoever nature
("Encumbrances").
1.2. Delivery of Certificate. Simultaneously with the execution
hereof, the certificates representing the MTI Shares are being delivered by FAC
to MTI, duly endorsed to MTI or with executed stock powers attached, and the
certificates representing the Plug Power Shares are being delivered by MTI to
FAC, duly endorsed to FAC or with executed stock powers attached.
II. Representation and Warranties of FAC.
FAC hereby represents and warrants to MTI that:
(a) Authorization. FAC has full corporate power and authority to
enter into and consummate the transactions contemplated by this Agreement, and
this Agreement has been duly authorized by all necessary corporate action on the
part of FAC and has been approved by its Board of Directors.
(b) Execution; Binding Obligation. This Agreement has been duly
executed and delivered by FAC and constitutes a legal, valid and binding
obligation of FAC enforceable in accordance with its terms, except that
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws concerning the rights of creditors generally and by general equity
principles.
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(c) Delivery of Title. FAC is the holder of record and the sole
beneficial owner of the MTI Shares and, in exchange for the Plug Power Shares in
accordance with the provisions of this Agreement, FAC is assigning, transferring
and delivering the MTI Shares to MTI, free and clear of all Encumbrances.
(d) No Violation. Neither the execution of this Agreement nor the
consummation by FAC of the transactions contemplated hereby will (i) result in a
violation or breach of, or a conflict with, the organizational or governing
instruments of FAC or any agreement, instrument, contract or commitment to which
FAC is a party or any order, statute, rule, judgment or governmental regulation
applicable to FAC or (ii) require the approval or consent of, or any filing
with, any party or governmental authority.
(e) No Knowledge. FAC is not aware of any facts material to the
business, results of operations, assets, liabilities or financial condition of
Plug Power or MTI that are not contained in the filings with the Securities and
Exchange Commission (the "SEC") of Plug Power or MTI, and it has no knowledge of
a material change in the business or prospects of either Plug Power or MTI since
the date of each company's most recent quarterly report on Form 10-Q filed with
the SEC.
III. Representations and Warranties of MTI.
MTI represents and warrants to FAC that:
(a) Authorization. MTI has full corporate power and authority to
enter into and consummate the transactions contemplated by this Agreement and
this Agreement has been duly authorized by all necessary corporate action on the
part of MTI and has been approved by its Board of Directors in accordance with
Section 713 of the Business Corporation Law of the State of New York.
(b) Execution; Binding Obligation. This Agreement has been duly
executed and delivered by MTI and constitutes a legal, valid and binding
obligation of MTI enforceable in accordance with its terms, except that
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws concerning the right of creditors generally and by general equity
principles.
(c) Delivery of Title. MTI is the holder of record and the sole
beneficial owner of the Plug Power Shares and, in exchange for the MTI Shares in
accordance with the provisions of this Agreement, MTI is assigning, transferring
and delivering the Plug Power Shares to FAC, free and clear of all Encumbrances.
(d) No Violation. Neither the execution of this Agreement nor the
consummation by MTI of the transactions contemplated hereby will (i) result in a
violation or breach of, or a conflict with, the organization or governing
instruments of MTI or any agreement, instrument, contract or commitment to which
MTI is a party or any order, statute, rule, judgment or governmental regulation
applicable to MTI or (ii) require the approval or consent of, or any filing
with, any party or governmental authority.
(e) No Knowledge. MTI is not aware of any facts material to the
business, results of operations, assets, liabilities or financial condition of
Plug Power or MTI that are not contained in the filings with the Securities and
Exchange Commission (the "SEC") of Plug Power or MTI, and there has
9
been no material change in the business or prospects of MTI, nor does it have
any knowledge of a material change in the business or prospects of Plug Power,
since the date of each company's most recent quarterly report on Form 10-Q filed
with the SEC.
IV. Miscellaneous.
(a) Public Announcements. FAC and MTI agree that they shall issue
a mutually agreeable press release following the consummation of the
transactions contemplated by this Agreement. FAC and MTI also agree that neither
will, nor will their respective agents, make any other public announcement with
respect to this Agreement or the transactions contemplated hereby, except as
required by applicable law, and no such public announcement shall be made
without the prior consent of the other party.
(b) Expenses. Each party hereto will bear its own expenses in
connection with the transactions contemplated by this Agreement.
(c) Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of New York without regard to its
principles of conflicts of law.
(d) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and all of which shall
constitute one and the same document.
(e) Entire Agreement, Etc. This Agreement (i) constitutes the
entire understanding of the parties hereto as the subject matter hereof and
supercedes any prior understanding or agreement, (ii) will be binding upon,
inure to the benefit of, and be enforceable by, the parties hereto, their
respective successors and permitted assigns and (iii) shall not be assignable
without the written consent of the parties hereto.
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IN WITNESS WHEREOF, the duly authorized officers of FAC and MTI have
executed this Agreement as of the date first above written.
FIRST ALBANY COMPANIES INC.
By: /s/ Hugh A. Johnson, Jr.
------------------------
Name: Hugh A. Johnson, Jr.
Title: Senior Vice President and Chief
Investment Officer
MECHANICAL TECHNOLOGY INCORPORATED
By: /s/ Cynthia A. Scheuer
------------------------
Name: Cynthia A. Scheuer
Title: Vice President and Chief
Financial Officer
Agt.983
11
EXHIBIT B
December 20, 2002
Mechanical Technology Incorporated
431 New Karner Road
Albany, NY 12205
Re: Sale of Shares
Gentlemen:
In connection with a certain agreement, dated as of even date
herewith, between you and us relating to an exchange of shares of common stock,
par value $1.00 per share, of Mechanical Technology Incorporated ("MTI") (the
"MTI Stock") owned by us for shares of common stock, par value $.01 per share,
of Plug Power Inc. owned by you, you have requested that we agree not to sell
any shares of MTI Stock, except in certain limited circumstances, until December
20, 2004.
First Albany Companies Inc. hereby agrees that neither it nor any of
its wholly-owned subsidiaries will sell or dispose of any shares of MTI Stock
until December 20, 2004; provided, however, that the foregoing agreement shall
not prevent or restrict (i) FAC from pledging MTI stock as
12
collateral for the loan of money from a bank or (ii) such pledgee of MTI Stock
from FAC from selling or disposing of such MTI Stock.
Very truly yours,
FIRST ALBANY COMPANIES INC.
By: /s/ Hugh A. Johnson, Jr.
------------------------
Name: Hugh A. Johnson, Jr.
Title: Senior Vice President and
Chief Investment Officer
Accepted and agreed to
this 20th day of December, 2002:
MECHANICAL TECHNOLOGY INCORPORATED
By: /s/ Cynthia A. Scheuer
------------------------------
Name: Cynthia A. Scheuer
Title: Vice President and
Chief Financial Officer
Agt.984
13